Derivative Action
4 cases · April 2023 to March 2026
Case Volume by Year
1 23
1 25
2 26
2023–2026
Key Issues & Sub-Topics
The core procedural mechanism used by the Plaintiff to seek leave to sue on behalf of the company — Exhaustion of Internal Remedies — Whether a director can initiate a derivative action without first attempting to resolve the dispute through internal governance, such as convening a board meeting under Section 311(3) 1 Leave to intervene — Sections 345, 347 and 348 Companies Act 2016 — Shareholder dispute — Allegations of forged share transfers — Alleged forged resignation of director — Corporate mismanagement — Special audit report — Good faith requirement — Prima facie best interests of company — Shareholder seeking to take over company litigation — Existing company suit against local authority — Whether shareholder entitled to control company’s litigation — Limits of derivative intervention — Standing of complainant — Person claiming entitlement to be registered as member — Companies Commission of Malaysia records — Leave stage not a mini-trial — Corporate governance dispute — Board authority to conduct litigation — Minority shareholder protection — Distinction between grounds of complaint and relief sought — Application to expunge affidavit material — Order 41 rule 6 Rules of Court 2012 — Procedural requirement for formal application — Oral application from the Bar — Withdrawal of allegation on oath — Costs thrown away — Order 59 Rules of Court 2012 — Originating summons dismissed with costs. 1 Section 347 Companies Act 2016 — Leave to commence proceedings — Good faith requirement — Prima facie case — Best interests of company — Locus standi — 20% shareholder — Procedural compliance — Section 348(2) notice requirement — Fiduciary duties — Breach by sole director — De facto directors — Shareholder ratification — Self-dealing transactions — Diversion of corporate opportunities and assets — Misappropriation of company funds — Competing entities — Documentary evidence — Collateral purpose — Vengeful retribution — Unclean hands — Quantification of loss — Litigation costs — Section 350 legal fees — Frivolous application test 1 misappropritaion of funds — breach of directors' fiduciary duties — specific prescribed methods by which a shareholder may receive funds directly from a company — defence of absolute beneficial owner — whether entitles the director to bypass company procedures — whether the Duomatic principle applies — whether agreement of all shareholders required — whether the director's actions are intra vires and honest — whether the inaction of the other director or his failure to hold the director who committed the wrong liable constitutes a breach of fiduciary duty 1
The core procedural mechanism used by the Plaintiff to seek leave to sue on behalf of the company — Exhaustion of Internal Remedies — Whether a director can initiate a derivative action without first attempting to resolve the dispute through internal governance, such as convening a board meeting under Section 311(3) 1 case
Key Statutes
Companies Act 2016 (Cap 777)
cited in 3 cases Evidence Act 1950 (Cap 56)
cited in 1 case Rules of Court 2012
cited in 1 case Court Distribution
Key People & Firms
Top Judges
Top Firms
Cases
wa-24ncc-687-12-2025
CHEN, YA-LI v 1. ) CHONG SHU WEN 2. ) STEP UP PROPERTY SDN. BHD.
15 March 2026
MYHC
ma-24ncc-9-05-2025
AMIRELY BIN DAUD v 1. ) SYAHRUL HAFIZ BIN MD HASHIM 2. ) HASZAIDI BIN HAJI HASSAN 3. ) SYNTAX VALLEY PARKING (M) SDN BHD 4. ) Majlis Bandaraya Melaka Bersejarah (MBMB)
26 February 2026
MYHC
wa-24ncc-581-12-2024
PANG SUI JIN v CELLPRO CONSULTANCY SDN BHD
29 May 2025
MYHC
wa-22ncc-211-05-2020
Semenyih Jaya Sdn. Bhd. v 1. ) LAU KOK LOON @ LAU SAY SIOK 2. ) Lau Tein Khang
9 April 2023
MYHC